Managed Service Agreement Terms and Conditions

The following standard terms and conditions, as well as any executed Quote Documents referenced herein form this Agreement. The headings contained in this Agreement are for reference purposes only and shall not be used in the interpretation of this Agreement. Words importing any one gender includes the other gender, the singular includes the plural and vice versa, and natural persons include created legal entities (corporate or unincorporated, including partnerships) and vice versa.

1. Definitions: In this Agreement, the following capitalized words have the following meanings: (a) “Sunco” means Sunco Communication and Installation Ltd., a corporation formed under the laws of Alberta; (b) “Client” means the Party bound by this Agreement; (c) “Demarcation Point” means the operational interface and location to which the Services are delivered, as more particularly described in the applicable Quote Document; (d) “Equipment” means the cable, circuits, instruments, equipment and other facilities owned by Sunco and required in order to provide the Services; (e) “Parties” means Sunco and the Client and “Party” means either one of them; (f) “Service Location” means the building or premises at which the Demarcation Point is located, as more particularly described in the applicable Quote Document; (g) “Services” means the services provided by Sunco to the Client as set out in any Quote Document and signed by the Parties from time to time. Services shall include, without limitation, installation and maintenance of the Equipment and any temporary services provided while installation and/or maintenance is taking place; (h) “Taxes” means all taxes, levies, fees, duties, charges, surcharges, assessments or withholdings of any kind or nature levied or imposed upon Sunco, its network, Equipment, facilities, or arising from or relating to the provision of the Services or use thereof by the Client; (i) “Term” for any particular Service identified in the Agreement, all monthly services will continue on a month to month basis at end of the term at the previously agreed upon rates.

2. Services: (a) Sunco will provide the Client with the Services set out in any one or more Quote Documents referenced herein and signed by the Parties from time to time. Each such Quote Document will set out a description of the Services to be provided, features and benefits, the price for the Services and any other applicable terms and conditions and may include Schedules thereto; (b) The Client acknowledges that certain Services delivered may be provided on behalf of Sunco, including its partners, or other affiliates or agents of Sunco. Notwithstanding that the Services may be provided by Sunco providers, Sunco will be solely responsible for ensuring all of its obligations set forth in this Agreement are met.

3. Charges and Payments: (a) The charges for the Services are as set out in the applicable Quote Document. Sunco shall invoice the Client for the Services monthly in advance, monthly in arrears or a combination of both, as described in the applicable Quote Document, and payments shall be due and payable to Sunco within Fifteen (15) days after the date of receipt of the Sunco invoice by the Client. Amounts owing after the due date are subject to a late payment interest charge calculated at the rate of 24% per annum; (b) The Client shall be responsible for payment of all applicable Taxes which are related to the Services. If the Client is entitled to an exemption from any applicable Taxes, the Client is responsible for presenting Sunco with a valid exemption certificate (in a form reasonably acceptable to Sunco). Sunco will give effect to any valid exemption certificate provided in accordance with the foregoing sentence to the extent it applies to any Service billed by Sunco to the Client following Sunco’s receipt of such exemption certificate; (c) The Client shall have Thirty (30) days following receipt of each invoice within which to dispute any sums appearing in that invoice; failure on the part of the Client to do so shall be deemed a waiver of the Client’s right to dispute such sums; (d) Unless otherwise specified in the applicable Quote Document, all amounts due for Services shall be billed in Canadian dollars; (e) Invoices are due with the credit terms noted in (a) above or as identified on the invoice document. Payment Methods accepted include Cash, Cheque, Pre-Authorize Payment, EFT or Visa/Mastercard/American Express. Credit Cards set up for auto-payment will be processed 3-days after invoice delivery.

4. Credit Worthiness: The Client consents and agrees that Sunco has the right to check the Client’s credit rating from time to time. The Client consents to the receipt and provision of account information from and to credit grantors, credit bureau and suppliers of services.

5. Effective Date and Term: This Agreement shall be effective from the date of acceptance in the Quote Document and shall remain in effect until the expiration of the Term or earlier termination as provided for herein. Services will be provided for the period set out therefore in the applicable Quote Document (the “Term”). Unless otherwise stated, in the Quote Document, the standard term is thirty-six (36) months from the date of this Agreement.

6. Client Obligations: The Client agrees as follows: (a) Service Location. The Client will obtain and provide reasonable access to the Service Location, including the Demarcation Point to Sunco, its employees, agents, contractors and subcontractors for the purpose of providing the Services as well as providing electrical power and outlets at the Service Location as Sunco shall reasonably require for the provision of the Services. The Client is solely responsible for the payment of any and all electrical charges associated with the Services and access charges at the Service Location. The Client is responsible to provide remote access where applicable and as required by Sunco; (b) Equipment. The location of any parts of the Equipment to be installed at the Service Location shall be determined by Sunco and the Client, both acting reasonably. The Client shall take all steps reasonably required in order to protect the Equipment from trespass or damage by the Client or other persons where such Equipment is located at the Service Location; (c) Cable Wiring. The Client shall be responsible for and shall pay for any and all cable wiring and equipment required to interconnect the Equipment from the Demarcation Point to the Client’s equipment, if applicable, to permit the Client to use the Services (d) Property Ownership. Unless the applicable Quote Document specifically indicates that the Equipment is being sold to the Client, any and all Equipment provided by Sunco in connection with the provision of the Services at or to the Service Location shall remain the property of Sunco and shall not by reason of the attachment, installation or connection of any part thereof to any realty become or be deemed a fixture appurtenant to such realty. Sunco shall promptly remove the Equipment from the Service Location upon termination or expiry of the Term of any Services; (e) Responsibility. If the Equipment is damaged or destroyed by the negligence or willful acts or omissions of the Client, its employees, agents or contractors, then the Client will be responsible for any such damage.

7. Use of Service: (a) The Client will not permit any of the Equipment to be re-arranged, disconnected, removed, repaired or otherwise interfered with, except with Sunco’s prior approval; (b) The Client will not use the Services, nor permit them to be used, for any purpose contrary to law; (c) The Client shall not have the right to use Sunco’ trademarks or trade names in any manner unless Sunco gives prior written consent and/or grants the appropriate license. Sunco shall not have the right to use the Client’s trademarks or trade names in any manner without the Client’s prior written consent.

8. Client Responsibilities: (a) The Client is responsible for, and shall indemnify Sunco against, all losses, liability, claims, damages, judgments, expenses and costs, including reasonable legal fees and disbursements, finally awarded in a court of law Sunco arising directly from claims of any third party (including the Client’s Clients and end -users) arising directly from or directly in connection with Client’s breach of this Agreement related to the following,: (i) use of the Services by the Client or its clients or end-users or by any third party authorized by the Client; (ii) the Client’s (or its Client’s or end-user’s) data, equipment, computer network and other facilities; (iii) breach of any covenant, term, representation or warranty of this Agreement by the Client or by any third party authorized by the Client; (iv) the negligence or willful misconduct of the Client, its Clients, end-users or any third party authorized by the Client in connection with use of the Services; (v) claims made by the Client against any third party who in turn claims contribution or indemnity from Sunco; and (vi) claims by any third party for libel, slander, passing off or infringement of copyright, trademark or patent, illegal, improper or unauthorized use of the Services arising from the content of the video, voice or data carried by the Client, or its Clients or end-users; (b) The Client furthermore indemnifies Sunco, separately against all losses, liability, claims, damages, judgments, expenses and costs, of any kind whatsoever, including reasonable legal fees and disbursements, suffered or incurred by any such party arising from the breach of Clause 9(a) below.

9. Limitation of Liability: (a) Except with respect to loss or damage caused as a direct result of Sunco’ or its partners, affiliates and agents negligence or act or omission, the Client agrees that Sunco will not be liable to the Client for; (i) any act or omission of any carrier or other person other than Sunco and its partners, affiliates and agents; (ii) any act or omission of the Client or its clients or end-users; (iii) any claims related to defamation, copyright or trademark infringement or the violation of any third party rights arising from use of the Services; (iv) infringement of patents arising from combining or using the Client-provided facilities with the Services or the Equipment where the Services or the Equipment would pose no infringement in the absence of such combination or use; or (v) any unauthorized use of the Services; (b) Sunco’s total cumulative liability, if any, to the Client for damages related to this Agreement (including fundamental breach or otherwise), negligence, any act or omission by Sunco or its representatives, or under any other theory of law or equity will be limited to those damages actually proven as directly attributable to Sunco and will in no event exceed the aggregate of (12) months of fees and charges for the Services under this Agreement; (c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (d) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SUNCO MAKES NO WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE AND, WITHOUT LIMITATION ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT ALL REQUIREMENTS OF THE CLIENT WILL BE MET WITH RESPECT TO ANY SERVICES PROVIDED BY SUNCO HEREUNDER, ARE HEREBY DISCLAIMED BY SUNCO AND EXCLUDED FROM THIS AGREEMENT.

10. Termination of this Agreement: (a) Either Party may terminate this Agreement, and accordingly all Services, with penalty to be discussed in advance with Sunco on written notice to the other Party if the other Party has filed a petition in or has been assigned into bankruptcy or become an insolvent person within the meaning of any applicable bankruptcy or insolvency legislation, or makes any assignment for the benefit of creditors or makes any arrangements or otherwise becomes subject to any proceedings under applicable bankruptcy laws or insolvency laws with a trustee, or receiver appointed in respect of a substantial portion of the property of the other Party, or in the event the other Party liquidates or winds up its daily operations for any reason whatsoever; (b) The Client may terminate the Services before or after delivery of the Services, upon thirty (30) days written notice to Sunco provided that the Client pays Sunco upon demand, in one lump sum, as a genuine estimate of liquidated damages, an amount equal to fifty percent (50%) of the monthly service charges set out in the applicable Quote Document for such terminated Services for the balance of the Term; (c) The Client may terminate Services connecting the Client’s Location, upon thirty (30) days written notice to Sunco provided that the Client pays Sunco upon demand, in one lump sum, as a genuine estimate of liquidated damages, an amount equal to fifty percent (50%) of the monthly service charges set out in the applicable Quote Document such terminated Services for the balance of the Term; (d) Sunco may suspend delivery of the Services, terminate any or all Services, or terminate this Agreement, at its option and without penalty if: (i) the Client fails, within the time set forth in any written notification to the Client by Sunco, to make full payment of any invoice that remains unpaid in accordance with the terms of payment set out in this Agreement (other than charges which are being disputed by the Client in good faith); (ii) the Client has failed within five (5) days following written notification to the Client by Sunco to remedy any breach of a material term or condition of this Agreement to be performed or fulfilled by the Client.

11. General: (a) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws in force in the Province of Alberta, and the laws of Canada applicable therein. The Parties attorn to the jurisdiction of the Courts of Alberta, and agree that any action or proceeding brought by either party to enforce this Agreement shall be commenced in Alberta; (b) Successors and Assigns. This Agreement may not be assigned by any Party without the prior written consent of the other Party, such consent not to be unreasonably withheld; provided that Sunco may, without consent, assign this Agreement in connection with a corporate reorganization or merger or to any entity that controls, is controlled by or is under common control with Sunco or to a purchaser of all or substantially all of its assets or business; (c) Force Majeure. Any delay or failure of either Party to perform its obligations under this Agreement shall be excused, to the extent that the delay or failure is caused by an event or occurrence beyond the reasonable control of the Party and without its fault or negligence, such as by way of example and not by way of limitation, acts of God, action by any governmental authority, fires, floods, war, acts of terrorism, insurrection, revolution, nuclear reaction, windstorms, explosions, riots, natural disasters, inability to obtain power, material, labor, Equipment or transportation, or court injunction provided that, written notice of the delay shall be given by the affected Party to the other Party within ten (10) days of the event or occurrence; (d) Severability. Each provision of this Agreement shall be severable. If any provision is illegal or invalid, the illegality or invalidity shall not affect the validity of the remainder of this Agreement; (e) Notices. Any notice or other written communication provided or permitted hereunder shall be in writing and given by personal delivery (against receipt), or sent by registered mail (against receipt) postage prepaid, or transmitted by facsimile, addressed to the other Party as set out in the Quote Document. Any notice so given shall be deemed to have been received on the date on which it was delivered in person, or, if transmitted by facsimile during the regular business hours of the Party receiving the notice, on the date it was transmitted, or if transmitted after business hours, on the next business day, or if sent by registered mail on the fifth business day thereafter; (f) Confidentiality. Each Party agrees to protect the confidentiality of any information disclosed by the other Party (including the existence and terms of this Agreement) and shall not disclose, copy or use any such confidential information except as contemplated by this Agreement; (g) Regulatory Approval. In the event that this Agreement, or any of the terms hereof, become subject to regulatory approval by various local, state or federal agencies in Canada, as applicable, the Parties shall cooperate, to the extent reasonable and lawful, in providing such information as is necessary to complete any required filing or in obtaining any required regulatory approval; (h) Counterparts. This Agreement may be executed in one or more counterparts and sent by facsimile, each of which will be deemed an original, but all of which shall constitute one and the same instrument. Notwithstanding the above and as soon as reasonably possible, the Parties shall ensure that originally signed Agreements reflecting the signatures of all the Parties on the same document, shall be delivered to each by courier; (i) Survival. The terms of sections 3, 8, and 9 and the definitions of any terms referred to therein, shall survive the termination or expiration of this Agreement.